Fellowship Senior Living, Inc.

Transcription

1 Financial Statements

2 Table of Contents Page Independent Auditors Report 1 Financial Statements Balance Sheet 3 Statement of Operations and Changes in Net Assets 4 Statement of Cash Flows 5 6

3 Independent Auditors Report Board of Directors Fellowship Senior Living, Inc. We have audited the accompanying financial statements of Fellowship Senior Living, Inc. ("FSL"), which comprise the balance sheet as of, and the related statements of operations and changes in net assets, and cash flows for the years then ended, and the related notes to the financial statements. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 1

4 Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Fellowship Senior Living, Inc. as of, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Iselin, New Jersey April 14,

5 Balance Sheet Assets Current Assets Cash and cash equivalents $ 3,051,577 $ 3,123,185 Investments 38,884,286 39,823,912 Assets whose use is limited, current portion 7,434,023 10,051,923 Accounts receivable, net of allowance for doubtful accounts of $125,773 in 2016 and $83,966 in ,896,208 2,160,798 Supplies and other current assets 980, ,782 Total current assets 53,246,807 56,061,600 Noncurrent Assets Whose Use is Limited 6,002,741 1,808,674 Property and Equipment, Net 63,990,629 64,352,167 Long-Term Deposits 111, ,963 Total assets $ 123,351,343 $ 122,353,404 Liabilities and Net Assets Current Liabilities Accounts payable and accrued expenses $ 2,746,137 $ 2,821,063 Accrued interest payable 372, ,875 Current portion of long-term debt 3,703,904 3,922,114 Total current liabilities 6,822,528 7,280,052 Refundable waiting list deposits 263, ,105 Refundable advance fees 16,696,454 19,248,160 Deferred revenue from advance fees 19,775,212 19,007,435 Deferred revenue from forward delivery agreements 1,003,264 1,128,672 Deferred revenue from renovations 216, ,333 Long-term debt, net 43,147,510 42,785,265 Derivative instrument 5,135,496 5,435,220 Total liabilities 93,060,610 95,445,242 Net Assets Unrestricted 28,653,233 25,604,929 Temporarily restricted net assets 1,637,500 1,303,233 Total net assets 30,290,733 26,908,162 Total liabilities and net assets $ 123,351,343 $ 122,353,404 See notes to financial statements 3

6 Statement of Operations and Changes in Net Assets Years Ended Unrestricted Net Assets Revenue: Resident services, including amortization of advance fees of $7,597,313 in 2016 and $8,423,682 in 2015 $ 26,568,004 $ 27,179,742 Patient revenue from nonresidents 5,392,849 4,895,529 Home community based services, including amortization of advance fees of $186,856 in 2016 and $266,246 in ,277,512 4,698,719 Investment income and other revenue 5,085,643 4,748,986 Total revenue 42,324,008 41,522,976 Expenses: Salaries and benefits 18,559,984 17,542,120 Contracted services 4,850,948 4,240,093 Supplies and other 7,335,390 7,204,407 Interest and amortization, net 1,247,192 1,545,238 Depreciation 4,560,219 4,533,621 Provision for bad debt 97, ,232 Total expenses 36,651,365 35,165,711 Income from operations 5,672,643 6,357,265 Early extinguishment of debt (4,209,221) - Loss on disposal of property and equipment (379,039) (119,595) Net change in unrealized gain (loss) on investments 1,664,197 (3,499,578) Other non operating gains - 51,383 Net change in fair value of derivative instrument 299,724 (622,048) Excess of revenue over expenses 3,048,304 2,167,427 Contributions of capital assets - 32,500 Increase in unrestricted net assets 3,048,304 2,199,927 Temporarily restricted net assets: Gross contributions 305, ,896 Released to unrestricted net assets (127,598) (102,795) Interest income 45,646 45,843 Net change in unrealized gain (loss) on investments 110,444 (104,343) Increase in temporarily restricted net assets 334, ,601 Increase in net assets 3,382,571 2,311,528 Net Assets, Beginning of Year 26,908,162 24,596,634 Net Assets, End of Year $ 30,290,733 $ 26,908,162 See notes to financial statements 4

7 Statement of Cash Flows Years Ended Cash Flows from Operating Activities Increase in net assets $ 3,382,571 $ 2,311,528 Adjustments to reconcile increase in net assets to net cash provided by operating activities: Cash received from advance fees and waiting list deposits, net 5,986,615 8,714,598 Amortization of advance fees (7,784,169) (8,689,928) Amortization of deferred revenue from renovations (66,667) (66,667) Amortization of SWAP termination (76,459) - Amortization of deferred financing costs 94, ,360 Loss on disposal of property and equipment 379, ,595 Contributions of capital assets - (32,500) Contributions restricted for capital projects (159,974) (165,366) Amortization of forward delivery agreements (125,408) (125,407) Depreciation 4,560,219 4,533,621 Net change in unrealized (gain) loss on investments (1,774,641) 3,603,921 Net change in fair value of derivative instrument (299,724) 622,048 Changes in operating assets and liabilities: Accounts receivable (735,410) (123,220) Supplies and other current assets (78,931) 60,132 Other long-term assets 19,797 (50,034) Accounts payable and accrued expenses (74,926) 564,937 Accrued interest payable (164,388) 79,286 Other long-term liabilities - (48,039) Net cash provided by operating activities 3,082,536 11,443,865 Cash Flows from Investing Activities Net sales (purchases) of investments and assets whose use is limited 1,138,100 (2,133,705) Acquisition of property and equipment (4,577,720) (5,756,989) Net cash used in investing activities (3,439,620) (7,890,694) Cash Flows from Financing Activities Payment of bonds financing costs (211,605) (5,109) Proceeds from issuance of long-term debt 50,000 - Contributions restricted for capital projects 159, ,366 Principal payments of long-term debt (3,922,114) (3,791,032) Loss on early extinguishment of debt 4,209,221 - Net cash used in financing activities 285,476 (3,630,775) Net decrease in cash and cash equivalents (71,608) (77,604) Cash and Cash Equivalents, Beginning 3,123,185 3,200,789 Cash and Cash Equivalents, Ending $ 3,051,577 $ 3,123,185 Supplemental Disclosure of Cash Flow Information Cash paid for interest $ 2,089,063 $ 1,895,729 Supplemental Disclosure of Noncash Investing and Financing Activities Contributions of capital assets $ - $ 32,500 See notes to financial statements 5

8 1. Organization and Summary of Significant Accounting Policies Fellowship Senior Living, Inc. ( FSL ) is a tax-exempt, not-for-profit organization, which operates a continuing care retirement community in Liberty Corner, New Jersey, consisting of 257 residential homes, a community building, and a health center consisting of 54 long-term care beds, 67 assisted living beds, 14 memory care beds, rehabilitation and wellness center, and a medical center. FSL commenced operations on May 1, Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash Equivalents FSL considers all highly liquid investments with a maturity of three month or less when purchased, other than those held in the investment portfolio and assets whose use is limited, to be cash equivalents. The carrying amount of cash and cash equivalents reported in the balance sheets approximates fair value. Accounts Receivable Accounts receivable include receivables for residential and health care services. The amount of the allowance for doubtful accounts is based on historical and expected collections, business economic conditions, trends in health care coverage and other collection indicators. Net accounts receivable represents the balance of future collections. Investments and Assets Whose Use is Limited Assets whose use is limited include assets held by trustees under bond indenture agreements; waiting list and entrance fee deposits held in escrow and assets temporarily restricted by donors. Marketable securities included within investments and assets whose use is limited are recorded at fair value. The fair value of these investments is determined by reference to quoted market prices. 6

9 Alternative investments consist of investments in marketable hedging instruments and limited partnership interests. The marketable hedging instruments are recorded at fair value. The fair value of these investments is determined by reference to quoted market prices. The limited partnership interest investments are reported in the accompanying balance sheets based upon net asset values derived from the application of the equity method of accounting. Generally, net asset value reflects net contributions to the investee and an ownership share of realized and unrealized investment income and expenses. Individual investment holdings of the limited partnerships may, in turn, include investments in both nonmarketable and market-traded securities. Valuations of the non-marketable securities are determined by the investment manager or general partner. These values may be based on historical cost, appraisals or other estimates that require varying degrees of judgment. The investments may indirectly expose FSL to securities lending, short sales of securities, and trading in futures and forward contracts, options and other derivative products. FSL s risk is limited to its carrying value of the limited partnerships. Such investments are subject to notification periods to divest ranging from 1 to 30 days. The financial statements of the investees are audited annually by independent auditors, although the timing for reporting the results of such audits does not coincide with FSL s annual financial statement reporting. At December 31, 2016, FSL does not have future commitments to invest in alternative investments. Investment income or loss (including realized and unrealized gains and losses on investments, interest and dividends) is included in excess of revenue over expenses unless the income is restricted by donor or law. Supplies Supplies are carried at the lower of cost or market determined on the first-in, first-out basis. Property and Equipment Property and equipment are stated at cost. Depreciation and amortization is computed on the straight-line method based on the estimated useful lives of the assets (ranging from 3 to 39.5 years), or the term of the related lease Deferred Costs Deferred financing costs are costs incurred to obtain financing. Deferred financing costs are amortized using the effective interest method over the terms of the indebtedness. Refundable Advance Fees Refundable advance fees consist of deposits received from prospective residents who have entered into a Residency and Care Agreement. Advance fees received prior to occupancy (generally 10% of the total advance fee) are accounted for as partially refundable deposits in accordance with the terms of the Residency and Care Agreement. These deposit amounts are held in escrow and interest earned is deducted from the remaining advance fee payment (generally 90% of the total advance fee) which is payable upon occupancy. 7

10 The advance fee deposits are refundable to the residents upon termination of the residence agreement and prior to establishing residency. After residency is established and after a 90 day probationary period, the fees are refundable to the residents on a declining balance basis according to the terms of the specific contract. Deferred Revenue from Advance Fees Fees paid by a resident upon entering into a continuing care contract, net of the portion that is refundable to the resident, are recorded as deferred revenue and are amortized to income using the straight-line method over the estimated remaining life expectancy of the resident. Obligation to Provide Future Services FSL calculates bi-annually the present value (using a discount rate of 5.0%) of the net cost of future services and the use of facilities to be provided to current residents and compares that amount with the balance of deferred revenue from advance fees. At December 31, 2016 and 2015 deferred revenue from advance fees exceeded the present value of the net cost of future services as determined. Therefore, an additional liability for an obligation to provide future services and use of facilities was not required. Deferred Revenue from Renovations Deferred revenue from renovations relates to $650,000 received to renovate FSL s dining facilities (see Note 5). The deferred revenue is amortized into revenue over a ten-year period ending March 2020 using the straight-line method. Derivative Instrument FSL entered into interest-rate swap agreements, which are considered a derivative financial instrument to manage its interest rate risk on its long-term debt. The objective of the swap agreements was to minimize the risks associated with financing activities by reducing the impact of changes in the interest rates on variable rate debt. The swap agreements are a contract to exchange variable rate for fixed rate payments over the term of the swap agreements without the exchange of the underlying notional amount. The notional amount of the swap agreements are used to measure the interest to be paid or received and does not represent the amount of exposure to credit loss. Exposure to credit loss is limited to the receivable amount, if any, which may be generated as a result of the swap agreements. Management believes that losses related to credit risk are remote and that the swaps are continuing to function as intended. Four (4) new derivative instruments were established on December 16, 2016, replacing the terminated derivative instruments: Two (2) for Series 2013A represented refinancing of new proceeds to be used for construction and two (2) for Series 2013B represented the refinancing of existing debt. 8

11 The net cash paid or received under the swap agreements is recognized as an adjustment to unrestricted net assets. FSL does not utilize the interest rate swap agreement or other financial instruments for trading or other speculative purposes. Amount Fixed Rate Variable Rate Period As of December 31, 2015: Series 2013 Bonds $51,500, % LIBOR x 65% plus 120 basis points December 2013 to October 2016 This derivative instrument was terminated in December 2016, retroactively to October 3, 2016 and replaced with four (4) new derivative instruments. As of December 31, 2016: Series 2013A Bonds $45,000, % and 3.945% Series 2013B Bonds $51,500, % and 3.393% LIBOR x 65% plus 120 basis points LIBOR x 65% plus 120 basis points October 2017 to December 2026 October 2016 to December 2026 FSL recognizes the derivative instrument as either an asset or liability at fair value within the accompanying balance sheets. FSL has not designated the interest rate swap agreement as a hedging instrument and, accordingly, has recorded the net change in the fair value of the derivative instrument within the excess of revenue over expenses in the accompanying statements of operations and changes in net assets. The fair value of the agreements was a liability of $5,135,496 and $5,435,220 at December 31, 2016 and December , respectively. Donor-Restricted Gifts Unconditional promises to give cash and other assets are reported at fair value at the date the promise is received. Conditional promises to give and indications of intentions to give are reported at fair value at the date the gift is received. The gifts are reported as either temporarily or permanently restricted support if they are received with donor stipulations that limit the use of the donated assets. When a donor restriction expires, that is, when a stipulated time restriction ends or purpose restriction is accomplished, temporarily restricted net assets are reclassified as unrestricted net assets and reported in the statement of operations and changes in net assets as net assets released from restrictions. 9

12 Temporarily Restricted Net Assets FSL separately accounts for and reports donor restricted and unrestricted net assets. Temporarily restricted net assets are those whose use is limited by the donor for a specific purpose or time period. Resources arising from the results of operations or assets set aside by the Board of Trustees are not considered to be donor restricted. Revenue Resident services revenue is derived from residential and health care services provided to residents under Residency and Care Agreements. Patient revenue from nonresidents is derived from health care services provided to patients who have not entered into Residency and Care Agreements. In relation to revenue for certain health care services FSL has agreements with third-party payors that provide for payments at amounts different from their established rates. The basis for payment under these agreements includes prospectively determined rates, cost reimbursement, negotiated discounts from established rates, and per diem payments. Residential and health care services revenue is reported at the estimated net realizable amounts from residents, patients, third-party payors, and others for services rendered and includes, when applicable, estimated retroactive adjustments due to future and ongoing audits, reviews, and investigations. Residential and health care services revenue is accounted for on the accrual basis of accounting in the period in which the service is provided. Retroactive adjustments are considered in the recognition of revenue on an estimated basis in the period the related services are rendered, and such amounts are adjusted in future periods as adjustments become known or as years are no longer subject to such audits, reviews, and investigations. Home community based services revenue is comprised of two types of community based services: Fellowship Senior Living at Home and Fellowship Helping Hands. Fellowship Senior Living at Home program is offered to seniors living in their own home in counties of Somerset, Hunterdon, and Middlesex in New Jersey and all areas of New Jersey north of said counties. Fellowship Helping Hands is a fee-for-service program for the Fellowship Village community and the outside broader community. Performance Indicator The statements of operations and changes in net assets include the excess of revenue over expenses as the performance indicator. Changes in unrestricted net assets which are excluded from the excess of revenue over expenses include contributions received for capital purposes. Transactions deemed by management to be ongoing, major or central to the provision of residential and health care services are reported within income from operations. Advertising Advertising costs are expensed when incurred except for direct response advertising. Direct response advertising is capitalized as a component of costs of acquiring initial continuing care contracts. FSL incurred and expensed approximately $401,057 and $343,838 of advertising costs for the twelve months ended, respectively. 10

13 Malpractice FSL maintains occurrence-based professional liability coverage through a commercial insurance carrier. Income Taxes FSL is a not-for-profit corporation as described in Section 501(c)(3) of the Internal Revenue Code and is exempt from federal income taxes on its exempt income under Section 501(a) of the Internal Revenue Code. FSL is also exempt from state and local income taxes under similar statutes. FSL accounts for uncertainty in income taxes using a recognition threshold of more-likelythan-not to be sustained upon examination by the appropriate taxing authority. Measurement of the tax uncertainty occurs if the recognition threshold is met. Management determined there were no tax uncertainties that met the recognition threshold as of December 31, 2016 and December 31, New Accounting Pronouncements Fair Value Measurement In May 2015, the Financial Accounting Standards Board ( FASB ) issued Accounting Standards Update ( ASU ) No , Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) ( ASU ). ASU removes the requirement to include investments in the fair value hierarchy for which fair value is measured using the net asset value per share practical expedient under Accounting Standards Codification 820. ASU is effective for years beginning after December 15, 2016 with early adoption permitted. FSL has not yet determined the impact of adoption of ASU No on its financial statements. Revenue Recognition In May 2014, the FASB issued ASU No , Revenue from Contracts with Customers (Topic 606). ASU No supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. Under the requirements of ASU No , the core principle is that entities should recognize revenue to depict the transfer of promised goods or services to customers (residents) in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. FSL will be required to retrospectively adopt the guidance in ASU No for years beginning after December 15, 2018; early application is not permitted. FSL has not yet determined the impact of adoption of ASU No on its financial statements. 11

14 Lease Accounting In February 2016, FASB issued ASU No , Leases (Topic 842). ASU No was issued to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under the provisions of ASU No , a lessee is required to recognize a right-to-use asset and lease liability, initially measured at the present value of the lease payments, in the balance sheet. In addition, lessees are required to provide qualitative and quantitative disclosures that enable users to understand more about the nature of the entity's leasing activities. FSL will be required to retrospectively adopt the guidance in ASU No for years beginning after December 15, FSL has not yet determined the impact of adoption of ASU No on its financial statements. Deferred Financing Costs During April 2015, the FASB issued ASU No , Interest - Imputation of Interest (Topic ): Simplifying the Presentation of Debt Issuance Costs. This ASU was issued as a result of feedback received relating to the different balance sheet presentation requirements for debt issuance costs and debt discounts and premiums. To simplify presentation of debt issuance costs, the amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. ASU is effective for FSL s fiscal years beginning after December 15, 2015; early adoption was permitted for financial statements that have not been previously issued. FSL elected to adopt the guidance for the fiscal year beginning January 1, The guidance is retrospective and the adoption of ASU did not have a significant impact on FSL s financial statements. The adoption of ASU caused the deferred financing costs previously reported in the December 31, 2015 balance sheet to decrease by $1,351,068 and long-term debt to decrease by $1,351,068. Presentation of Financial Statements In August 2016, the FASB issued ASU , Not-for-Profit Entities (Topic 958): Presentation of Financial Statements of Not-for-Profit Entities. The new guidance is intended to improve and simplify the current net asset classification requirements and information presented in financial statements and notes that is useful in assessing a notfor-profit's liquidity, financial performance and cash flows. ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. ASU is to be applied retroactively with transition provisions. FSL is assessing the impact this standard will have on its financial statements. Subsequent Events FSL evaluated subsequent events for recognition or disclosure through April 14, 2017, the date the financial statements were issued. 12

15 2. Medicare Reimbursement System FSL provides care to patients under Medicare. Revenue from the Medicare program accounted for approximately 9% of the revenue for twelve months ended. Future changes in the Medicare program and any reduction of funding could have an adverse impact on Fellowship Senior Living. Laws and regulations governing the Medicare program are extremely complex and subject to interpretation for which action for noncompliance includes fines, penalties and exclusion from the Medicare program. Fellowship Senior Living believes that it is in compliance with all applicable laws and regulations and is not aware of any pending or threatened investigations involving allegations of potential wrongdoing. While no such regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties and exclusion from the Medicare program. 3. Investments and Assets Whose Use is Limited Investments consist of the following at December 31: Cash and money market funds $ 1,114,295 $ 1,200,987 Equities 23,614,709 23,228,067 Fixed income 10,331,539 11,374,770 Alternative investments 3,526,678 3,914,751 Other 214,599 16,656 Accrued interest 82,466 88,681 Total $ 38,884,286 $ 39,823,912 Above investments, at cost, are $39,368,542 and $42,994,343 at December 31, 2016 and December 31, 2015 respectively. 13

16 Assets whose use is limited consist of the following: Bond indenture agreements - held by trustees:* Cash and cash equivalents $ 11,364,322 $ 8,447,157 U.S. Government obligations - 974,000 Corporate bonds and notes - 801,678 Total 11,364,322 10,222,835 Waiting list and entrance fee deposits: Cash and cash equivalents 162, ,613 Equities 174,832 95,376 Fixed income 77, ,556 Other 19,243 - Accrued interest 1,110 1,984 Total 434, ,529 Temporarily restricted by donor: Cash and cash equivalents 40,925 95,341 Equities 796, ,865 Fixed income 615, ,600 Other 176, ,996 Accrued interest 7,751 6,431 Total 1,637,500 1,303,233 Total assets whose use is limited 13,436,764 11,860,597 Less assets whose use is limited, current portion 7,434,023 10,051,923 Noncurrent assets whose use is limited $ 6,002,741 $ 1,808,674 * Bond indenture agreement - Held by trustees - December 31, 2016 and December 31, 2015 balance reported lower from actual balance per the trustee due to pending construction invoices to be submitted to the Construction fund for reimbursement. The remaining balances are reported within investments. These investments, excluding temporarily restricted by donor, at cost aggregated are $11,790,554 and $10,579,111 at December 31, 2016 and December 31, 2015, respectively. 14

17 Assets held by trustees under bond indenture agreements, are maintained for the following purposes at December 31: Debt service reserve funds $ 3,547,743 $ 3,547,743 Debt service funds for principal and interest 5,173,512 5,873,411 Debt service Construction Fund * 2,643, ,681 Total $ 11,364,322 $ 10,222,835 * Bond indenture agreement - Held by trustees - December 31, 2016 and December 31, 2015 balance reported lower from actual balance per the trustee due to pending construction invoices to be submitted to the Construction fund for reimbursement. The remaining balances are reported within investments Investment income included in investment income and other revenue consists of the following for the twelve months ending December 31: Interest and dividend income $ 1,379,310 $ 1,433,317 Net realized gain 209, ,020 Total $ 1,588,788 $ 1,568,337 During 2001, FSL entered into two Forward Delivery Agreements (the Agreements) with a bank. In accordance with the terms of the Agreements, Fellowship Senior Living received approximately $3,166,000 in exchange for the future income earnings on the Series 1998A, 1998B and 1998C debt service funds and the Series 1998A debt service reserve funds. The funds received under the Agreements were recorded as deferred revenue and are amortized to income using the straight-line method over the term of the Agreements. The Agreements were scheduled to expire on January 1, 2025 and January 1, 2028 for the Series 1998A and 1998C funds respectively. The agreement for the Series 1998B funds expired on January 1, During 2008, in connection with the issuance of the Series 2008 Bonds, FSL amended the Agreements to apply them to the Series 2008 Bonds that were used to refund the Series 1998A and 1998C Bonds. The revised Agreement expires on January 1, The agreement was then amended again for the 2013 Bonds, which were issued to refund the 2008 bonds and acquire additional debt. For the twelve months ended, FSL has recorded $125,408 and $125,407 respectively, related to the amortization of the funds received, which is included in other revenue. At December 31, 2016 and December 31, 2015, FSL has recorded deferred revenue of approximately $1,003,000 and $1,129,000 respectively, related to the agreements. 15

18 4. Fair Value Measurements FSL measures its investments, assets whose use is limited, and derivative financial instruments at fair value on a recurring basis in accordance with accounting principles generally accepted in the United States of America. Fair value is defined as the price that would be received to sell an asset or the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The framework that the authoritative guidance establishes for measuring fair value includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs used in determining valuations into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows: Level 1 - Fair value is based on unadjusted quoted prices in active markets that are accessible to FSL for identical assets. These generally provide the most reliable evidence and are used to measure fair value whenever available. Level 2 - Fair value is based on significant inputs, other than Level 1 inputs, that are observable either directly or indirectly for substantially the full term of the asset through corroboration with observable market data. Level 2 inputs include quoted market prices in active markets for similar assets, quoted market prices in markets that are not active for identical or similar assets, and other observable inputs. Level 3 - Fair value would be based on significant unobservable inputs. Examples of valuation methodologies that would result in Level 3 classification include option pricing models, discounted cash flows, and other similar techniques. 16

19 The following tables present the financial instruments carried at fair value as of December 31, 2016 by caption on the balance sheets and within the valuation hierarchy levels defined above: Assets at Fair Value as of December 31, 2016 Carrying Value Fair Value Level 1 Level 2 Level 3 Reported at Fair Value Assets: Investments: Cash and money balances $ 1,114,295 $ 1,114,295 $ 1,114,295 $ - $ - Equities: Common stock 9,719,235 9,719,235 9,719, Structured products 6,633,003 6,633,003 6,633, Closed end funds and exchange traded products 2,670,946 2,670,946 2,670, Mutual funds 3,193,814 3,193,814 3,193, Other equity investments 289, , , Unit investment trusts 1,108,182 1,108,182 1,108, Total equities 23,614,709 23,614,709 23,614, Fixed income: Corporate bonds and notes 5,706,355 5,706,355-5,706,355 - Certificates of deposits 148, , , Municipal securities 215, , ,580 - Closed end funds and exchange traded products 398, , ,718 - Mutual funds 3,283,570 3,283,570-3,283,570 - Structured products 5,000 5,000-5,000 - Preferred securities 573, , ,941 - Total accrued interest 82,466 82,466-82,466 - Total fixed income 10,414,005 10,414, ,375 10,265,630 - Non-traditional: Closed end funds and exchange traded products 1,293,111 1,293,111-1,293,111 - Mutual funds 549, , ,310 - Hedge funds 755, , ,462 - Other investments 1,143,394 1,143,394-1,143,394 - Total non-traditional 3,741,277 3,741,277-3,741,277 - Total investments 38,884,286 38,884,286 24,877,379 14,006,907-17

20 Assets at Fair Value as of December 31, 2016 Carrying Value Fair Value Level 1 Level 2 Level 3 Assets whose use is limited: Cash and money balances $ 11,567,302 $ 11,567,302 $ 11,567,302 $ - $ - Equities: - - Common stock 315, , , Structured products 51,980 51,980 51, Closed end funds and exchange traded products 266, , , Mutual funds 214, , , Other equity investments 19,980 19,980 19, Unit investment trusts 103, , , Total equities 971, , , Fixed income: Corporate bonds and notes 440, , ,237 - Closed end funds and exchange traded products 33,861 33,861-33,861 - Mutual funds 219, , ,111 - Total accrued interest 8,862 8,862-8,862 - Total fixed income 702, , ,071 - Non-traditional Closed end funds and exchange traded products 195, , ,620 - Total non-traditional 195, , ,620 - Total assets whose use is limited 13,436,764 13,436,764 12,539, ,691 - Total assets at fair value $ 52,321,050 $ 52,321,050 $ 37,416,452 $ 14,904,598 $ - Liabilities, Derivative instrument $ 5,135,496 $ 5,135,496 $ - $ 5,135,496 $ - Disclosed at Fair Value Cash and cash equivalents $ 3,051,577 $ 3,051,577 $ 3,051,577 $ - $ - Long-term debt 43,969,989 43,969,989-43,969,989 - Note payable 216, , ,344 18

21 Assets at Fair Value as of December 31, 2015 Carrying Value Fair Value Level 1 Level 2 Level 3 Reported at Fair Value Assets: Investments: Cash and money balances $ 1,200,987 $ 1,200,987 $ 1,200,987 $ - $ - Equities: Common stock 13,517,888 13,517,888 13,517, Structured products 4,040,382 4,040,382 4,040, Closed end funds and exchange traded products 1,735,283 1,735,283 1,735, Mutual funds 2,821,139 2,821,139 2,821, Other equity investments 215, , , Unit investment trusts 897, , , Total equities 23,228,067 23,228,067 23,228, Fixed income: Corporate bonds and notes 5,396,026 5,396,026-5,396,026 - Municipal securities 1,940,360 1,940,360-1,940,360 - Closed end funds and exchange traded products 56,845 56,845-56,845 - Mutual funds 3,585,224 3,585,224-3,585,224 - Structured products 5,000 5,000-5,000 - Preferred securities 391, , ,315 - Total accrued interest 88,681 88,681-88,681 - Total fixed income 11,463,451 11,463,451-11,463,451 - Non-traditional: Closed end funds and exchange traded products 187, , ,775 - Mutual funds 2,002,849 2,002,849-2,002,849 - Hedge funds 762, , ,126 - Other investments 978, , ,657 - Total non-traditional 3,931,407 3,931,407-3,931,407 - Total investments 39,823,912 39,823,912 24,429,054 15,394,858-19

22 Assets at Fair Value as of December 31, 2015 Carrying Value Fair Value Level 1 Level 2 Level 3 Assets whose use is limited: Cash and money balances $ 8,652,111 $ 8,652,111 $ 8,652,111 $ - $ - Equities: Common stock 185, , , Structured products 44,029 44,029 44, Closed end funds and exchange traded products 162, , , Mutual funds 192, , , Other equity investments 12,242 12,242 12, Total equities 596, , , Fixed income: Corporate bonds and notes 1,281,788 1,281,788-1,281,788 - U.S. government obligations 974, , ,000 - Closed end funds and exchange traded products 32,883 32,883-32,883 - Mutual funds 203, , ,163 - Total accrued interest 8,415 8,415-8,415 - Total fixed income 2,500,249 2,500,249-2,500,249 - Non-traditional Closed end funds and exchange traded products 111, , ,996 - Total non-traditional 111, , ,996 - Total assets whose use is limited 11,860,597 11,860,597 9,248,352 2,612,245 - Total assets at fair value $ 51,684,509 $ 51,684,509 $ 33,677,406 $ 18,007,103 $ - Liabilities, Derivative instrument $ 5,435,220 $ 5,435,220 $ - $ 5,435,220 $ - Disclosed at Fair Value Cash and cash equivalents $ 3,123,185 $ 3,123,185 $ 3,123,185 $ - $ - Long-term debt 47,776,478 47,776,478-47,776,478 - Note payable 281, , ,969 20

23 The following is a description of the valuation methodologies used for assets measured at fair value and for financial instruments disclosed at fair value. There have been no changes in methodologies used at December 31, 2016 and December 31, 2015: The carrying amounts of cash and cash equivalents approximate fair value due to the shortterm nature of those instruments. Mutual funds and equities are valued at fair value based on quoted market prices which are considered Level 1 inputs. Debt securities are valued using quoted market prices of similar securities, which are considered Level 2 inputs. Alternative investments (non-traditional) are valued by an independent advisor that values the underlying investments of the funds, which are substantially invested in an active market in which the individual securities are traded. The alternative investments are comprised of limited partnerships that invest primarily in securities that are traded in active markets. The fair value of the long-term debt is based on quoted market prices for the same or similar issues. FSL measures its derivative financial instruments at fair value based on proprietary models of the maker of the instrument based upon estimated future cash flows and forecasted interest rate yields. This value represents the estimated amount FSL would receive or pay upon termination of the agreement, taking into consideration current interest rates. 5. Property and Equipment Property and equipment consist of the following at December 31: Land $ 6,400,000 $ 6,400,000 Land improvements 628, ,077 Buildings 86,471,962 84,423,027 Furnishings and equipment 23,708,661 21,089, ,208, ,501,021 Less accumulated depreciation and amortization (60,366,041) (56,584,312) 56,842,652 55,916,709 Construction in progress 7,147,977 8,435,458 Total $ 63,990,629 $ 64,352,167 Interest costs capitalized were $292,619 and $202,534 during 2016 and 2015, respectively. 21

24 During 2010, FSL entered into an agreement with Morrison Dining Services ( Morrison ) for the renovation of the dining facilities. Under the agreement, Morrison advanced FSL $1,300,000 for the construction project. FSL is required to repay Morrison $650,000, which is included in longterm debt as a note payable. The note payable was $216,344 and $281,969 at December 31, 2016 and December 31, 2015, respectively. The portion of the advance which is not required to be repaid is recorded as deferred revenue of $216,666 and $283,333 at December 31, 2016 and December 31, 2015, respectively and is being recognized as other revenue over the term of the contract. 6. Long-Term Debt Long-term debt consists of the following at December 31: Series 2013B Public Finance Authority (the Authority ), Revenue and Refunding Bonds due in varying installments through 2035 plus interest at 3.389% starting in October 1, 2016 and 3.377% in 2015 and first 9 months in The Bonds are collateralized by a mortgage, the assignment of leases and rent, and a security agreement. $ 43,919,989 $ 47,776,478 Series 2013A Public Finance Authority (the Authority ), Revenue and Refunding Bonds due in varying installments through 2035 plus interest at 3.965%. The Bonds are collateralized by a mortgage, the assignment of leases and rent, and a security agreement. 50,000 - Note payable - Morrison (interest free) 216, ,969 Total debt 44,186,333 48,058,447 Less: current portion 3,703,904 3,922,114 deferred financing costs 1,386,460 1,351,068 Plus: unamortized swap termination fee 4,051,541 - Total $ 43,147,510 $ 42,785,265 On December 30, 2013, the Authority issued on behalf of FSL, 2013A and 2013B fixed rate revenue bonds (the Series 2013 Bonds ), which consist of $45,000,000 Series 2013A and $51,500,000 Series 2013B. Proceeds from the Series 2013B Bonds were used for the following: (a) to refund the 2008 Variable Rate Revenue Bonds; (b) pay certain costs incurred in connection with the issuance of the Series 2013 Bonds and (c) pay off the interest rate swap agreement associated with the 2008 Variable Rate Revenue Bonds. As of December 31, 2016, $50,000 was drawn down on the Series 2013 bonds. The balance of these funds are available to finance certain improvements to the property owned and operated by FSL. On July 9, 2010, FSL entered into an interest free note payable of $650,000 with Morrison Dining Services for the renovation of FSL s dining area. The note will be repaid monthly until

25 In connection with FSL s issuance of the Series 2013 Bonds, FSL entered into interest rate swap agreements to convert the variable interest bond rates to fixed interest rates. These agreements were terminated under a refinancing of these bonds in December 2016 and new agreements entered into. Under the terms of the 2013A and Series 2013B Bond refinancing and new interest rate swap agreements, FSL pays fixed interest rates of 3.965% and 3.389%, respectively, and receives 65% times two months LIBOR plus 120 basis points. The notional amount of the swap agreements correspond to the outstanding principal balance of the Series B 2013 Bonds. Approximate principal payments on long-term debt, excluding amortization of swap termination fees, for the next five years follow: Note Payable 2013 Bonds Total 2017 $ 66,567 $ 3,352,323 $ 3,418, ,567 3,467,643 3,534, ,567 3,586,930 3,653, ,643 3,710,321 3,726, ,837,956 3,837,956 Thereafter - 26,014,816 26,014,816 Total $ 216,344 $ 43,969,989 $ 44,186, Temporarily Restricted Net Assets Temporarily restricted net assets consist of the following at December 31: Resident's Benevolent Fund $ 292,138 $ 289,354 Community Renewal Fund 565, ,284 Legacy Endowment Fund 779, , Functional Expenses Total $ 1,637,500 $ 1,303,233 FSL provides residential and health care services to residents and other patients within its geographic area. Expenses related to providing these services are as follows for the twelve months ending December 31: Resident services $ 5,433,583 $ 5,295,106 Health care services 12,079,252 11,578,605 Home community based services 6,127,139 5,219,482 General and administrative (including interest and depreciation and amortization) 13,011,391 13,072,518 Total $ 36,651,365 $ 35,165,711 23

26 9. Contingencies FSL is regulated by the New Jersey Department of Community Affairs ( DCA ) pursuant to the Continuing Care Retirement Community Regulation and Financial Disclosures Act (the Act ). The Act requires, among other things, that Fellowship Senior Living establish an escrow account into which substantially all advance fees must be deposited until certain conditions are satisfied and, upon issuance of a certificate of authority by the DCA, FSL must establish and maintain liquid reserves which generally are equal to 15% of the projected operating expenses (excluding depreciation) related to contract residents. FSL has complied with those requirements at December 31, 2016 and at December 31, Senior Living Services Industry The senior living services industry is subject to numerous laws, regulations, and administrative directives of federal, state, and local governments and agencies. Compliance with these laws, regulations, and administrative directives is subject to future government review and interpretation as well as regulatory actions unknown or unasserted at this time. Government activity has continued to increase with respect to investigations and allegations concerning possible violations by healthcare providers of fraud and abuse statutes and regulations, which could result in the imposition of significant fines and penalties as well as significant repayments for resident services previously billed. Management is not aware of any material incidents of noncompliance. 10. Retirement Plan FSL sponsors a 401(k) defined contribution plan (the "Plan"). Under the Plan, FSL makes annual matching contributions to the Plan of 100% of the first 1% plus 50% of the next 5% of compensation that a participant contributes to the Plan not to exceed 3 ½% of compensation, as defined by the Plan. Employees are eligible to participate in the plan upon completion of at least 1,000 hours of service. Employees become 100% vested in employee contributions immediately upon their participation. The employer matching contributions are subject to a five-year vesting schedule. Pension expense for FSL under the Plan was approximately $280,945 and $250,284 for the twelve months ending, respectively. 11. Concentrations FSL maintains cash accounts, which, at times, may exceed federally insured limits. FSL has not experienced any losses from maintaining cash accounts in excess of federally insured limits. Management believes that it is not subject to any significant credit risk on its cash accounts. FSL grants credit without collateral to its residents, primarily related to providing residential and healthcare related services. 24